UNITED STATESSECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K/A
 Amendment No. 1
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number 1-11781
 DAYTON SUPERIOR
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
 Delaware
(State of incorporation)
    
    31-0676346
(I.R.S. Employer Identification No.)
 
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  Large
accelerated
filer oAccelerated
filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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Index of Exhibits
 Exhibit No.
    
    
    
    
    
    Description(3)
    
    Articles of Incorporation and By-Laws3.1
    
    
    Amended and Restated Certificate of Incorporation of the Company
    
    3.2
    
    
    Amended and Restated By-Laws of the Company
    
    (4)
    
    Instruments defining the Rights of Security Holders, Including Indentures4.1
    
    
    Form of Junior Convertible Subordinated Indenture between the Company and
Firstar Bank, N.A., as Indenture Trustee [Incorporated by reference to
Exhibit 4.2.3 to the Companys Registration Statement on Form S-3 (Reg.
333-84613)]
    
    4.1.1
    
    
    First Supplemental Indenture dated January 17, 2000, between the Company and
Firstar Bank, N.A., as Trustee [Incorporated by reference to Exhibit 4.1.1 to
the Companys Annual Report on Form 10-K for the year ended December 31,
2004]
    
    4.1.2
    
    
    Form of Junior Convertible Subordinated Debenture [Incorporated by reference
to Exhibit 4.2.3 to the Companys Registration Statement on Form S-3 (Reg.
333-84613)]
    
    4.1.3
    
    
    Second Supplemental Indenture dated December 14, 2006 between the Company and
U.S. Bank N.A., as trustee [Incorporated by reference to Exhibit 4.1.3 to the
Companys Registration Statement on Form S-1 (Reg. No. 333-137785)]
    
    4.2
    
    
    Indenture dated June 16, 2000 among the Company, the Guarantors named
therein, as guarantors, and United States Trust Company of New York, as
trustee, relating to $170,000,000 in aggregate principal amount of 13% Senior
Subordinated Notes due 2009 and registered 13% Senior Subordinated Notes due
2009 [Incorporated by reference to Exhibit 4.1 to the Companys Registration
Statement on Form S-4 (Reg. 333-41392)]
    
    4.2.1
    
    
    First Supplemental Indenture dated as of August 3, 2000. [Incorporated by
reference to Exhibit 4.5.1 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2001]
    
    4.2.2
    
    
    Second Supplemental Indenture dated as of January 4, 2001. [Incorporated by
reference to Exhibit 4.5.2 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2001]
    
    4.2.3
    
    
    Third Supplemental Indenture dated as of June 19, 2001. [Incorporated by
reference to Exhibit 4.5.3 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2001]
    
    4.2.4
    
    
    Fourth Supplemental Indenture dated as of September 30, 2003. [Incorporated
by reference to Exhibit 4.2.4 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2003]
    
    4.2.5
    
    
    Fifth Supplemental Indenture dated as of December 4, 2006. [Incorporated by
reference to Exhibit 4.2.5 to the Companys Registration Statement on Form
S-1 (Reg. No. 333-137785)]
    
    4.2.6
    
    
    Sixth Supplemental Indenture dated as of December 14, 2006. [Incorporated by
reference to Exhibit 4.2.6 to the Companys Registration Statement on Form
S-1 (Reg. No. 333-137785)]
    
    4.3
    
    
    Specimen Certificate of 13% Senior Subordinated Notes due 2009 [Incorporated
by reference to Exhibit 4.2 to the Companys Registration Statement on Form
S-4 (Reg. 333-41392)]
    
    4.4
    
    
    Specimen Certificate of the registered 13% Senior Subordinated Notes due 2009
[Incorporated by reference to Exhibit 4.3 to the Companys Registration
Statement on Form S-4 (Reg. 333-41392)]
    
    4.5
    
    
    Warrant Agreement dated as of June 16, 2000 between the Company and United
States Trust Company of New York, as Warrant Agent [Incorporated by reference
to Exhibit 4.5 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2003]
    
    




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4.6
    
    
    Warrant Shares Registration Rights Agreement dated as of June 16, 2000 among
the Company and the Initial Purchasers [Incorporated by reference to Exhibit
4.6 to the Companys Annual Report on Form 10-K for the year ended December
31, 2003]
    
    4.7
    
    
    Term Loan Credit Agreement Dated as of March 3, 2008 among Dayton Superior
Corporation, as the Borrower the Lenders Party Hereto and General Electric
Capital Corporation as Administrative Agent and Collateral Agent
[Incorporated by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K filed March 7, 2008]
    
    4.7.1
    
    
    First Amendment to the Term Loan Credit Agreement, dated as of March 16,
2008, by and among Dayton Superior Corporation, the Lenders party thereto and
General Electric Capital Corporation, as Administrative Agent and Collateral
Agent.
    
    **4.7.2
    
    
    Second Amendment to the Term Loan Credit Agreement, dated as of March 16,
2009, by and among Dayton Superior Corporation, the Lenders party thereto and
General Electric Capital Corporation, as Administrative Agent and Collateral
Agent. [Incorporated by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K dated March 16, 2009]
    
    4.7.3
    
    
    Third Amendment to the Term Loan Credit Agreement, dated as of March 23,
2009, by and among Dayton Superior Corporation, the Lenders party thereto and
General Electric Capital Corporation, as Administrative Agent and Collateral
Agent. [Incorporated by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K dated March 23, 2009]
    
    4.8
    
    
    Revolving Credit Agreement Dated as of March 3, 2008 among Dayton Superior
Corporation, as the Borrower the Lenders and L/C Issuers Party Hereto and
General Electric Capital Corporation as Administrative Agent and Collateral
Agent [Incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed March 7, 2008]
    
    4.8.1
    
    
    First Amendment to the Revolving Credit Agreement, dated as of March 16,
2009, by and among Dayton Superior Corporation, the Lenders signatory thereto
and General Electric Capital Corporation, as Administrative Agent and
Collateral Agent. [Incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated March 16, 2009]
    
    4.8.2
    
    
    Second Amendment to the Revolving Credit Agreement, dated as of March 23,
2009, by and among Dayton Superior Corporation, the Lenders signatory thereto
and General Electric Capital Corporation, as Administrative Agent and
Collateral Agent. [Incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated March 23, 2009]
    
    4.9
    
    
    Registration Rights Agreement among the Company, Odyssey Investment Partners
Fund, LP, Odyssey Coinvestors, LLC, DS Coinvestment I, LLC and DS
Coinvestment II, LLC [Incorporated by reference to Exhibit 4.15 to the
Companys Registration Statement on Form S-1 (Reg. No. 333-137785)]
    
    Certain instruments defining the rights of holders of long-term debt of the
Company have not been filed because the total amount does not exceed 10% of
the total assets of the Company and its subsidiary on a consolidated basis. A
copy of each such instrument will be furnished to the Commission upon
request.(10)
    
    Material Contracts10.1
    
    
    Amended and Restated Employment Agreement effective as of November 24, 2008 between Edward J.
Puisis and the Company. [Incorporated by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K dated December 1, 2008]
    
    *10.2
    
    
    Letter Agreement dated August 13, 2003 between Raymond Bartholomae and the Company [Incorporated
by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q dated November 10,
2003]
    
    *




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10.2.1
    
    
    Letter Agreement dated as of December 15, 2005 between Raymond Bartholomae and the Company
amending prior Letter Agreement. [Incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated December 21, 2005]
    
    *10.3
    
    
    Amended and Restated Employment Agreement effective as of November 24, 2008 between Eric R.
Zimmerman and the Company. [Incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K dated December 1, 2008]
    
    *10.4
    
    
    Dayton Superior Corporation 2000 Stock Option Plan [Incorporated by reference to Exhibit 10.13
to the Companys Annual Report on Form 10-K for the year ended December 31, 2001]
    
    *10.4.1
    
    
    First Amendment to Dayton Superior Corporation 2000 Stock Option Plan [Incorporated by reference
to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 30,
2001]
    
    *10.4.2
    
    
    Second Amendment to Dayton Superior Corporation 2000 Stock Option Plan dated July 15, 2002
[Incorporated by reference to Exhibit 10.13.2 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2002]
    
    *10.4.3
    
    
    Third Amendment to Dayton Superior Corporation 2000 Stock Option Plan dated October 23, 2002
[Incorporated by reference to Exhibit 10.13.3 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2002]
    
    *10.4.4
    
    
    Fourth Amendment to Dayton Superior Corporation 2000 Stock Option Plan dated February 10, 2004.
[Incorporated by reference to Exhibit 10.10.4 to the Companys Annual Report on Form 10-K for
the year ended December 31, 2003]
    
    *10.4.5
    
    
    Fifth Amendment to Dayton Superior Corporation 2000 Stock Option Plan dated February 10, 2004
effective April 18, 2007 [Incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K dated May 30, 2007]
    
    *10.4.6
    
    
    Form of Amended and Restated Stock Option Agreement entered into between the Company and certain
of its executive officers [Incorporated by reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended June 28, 2002]
    
    *10.4.7
    
    
    Form of First Amendment to Stock Option Agreement dated as of July 1, 2003 [Incorporated by
reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended
July 2, 2003]
    
    *10.4.8
    
    
    Form of Stock Option Agreement entered into between the Company and certain of its Directors
dated April 18, 2007 [Incorporated by reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K dated April 25, 2007]
    
    *10.4.9
    
    
    Form of Incentive Stock Option Agreement entered into between the Company and certain of its
executive officers. [Incorporated by reference to Exhibit 10.3 to the Companys Current Report
on Form 8-K dated April 1, 2008]
    
    *10.4.10
    
    
    Form of Stock Option Agreement entered into between the Company and certain of its executive
officers. [Incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K
dated December 1, 2008]
    
    *10.5
    
    
    Restricted Stock Agreement dated as of June 30, 2006, between the Company and Eric R. Zimmerman.
[Incorporated by reference to Exhibit 10.10 to the Companys Registration Statement on Form S-1
(Reg. No. 333-137785)]
    
    *10.6
    
    
    Restricted Stock Agreement dated as of June 30, 2006, between the Company and Edward J. Puisis.
[Incorporated by reference to Exhibit 10.11 to the Companys Registration Statement on Form S-1
(Reg. No. 333-137785)]
    
    *10.7
    
    
    Restricted Stock Agreement dated as of June 30, 2006, between the Company and Raymond E.
Bartholomae. [Incorporated by reference to Exhibit 10.12 to the Companys Registration Statement
on Form S-1 (Reg. No. 333-137785)]
    
    *




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10.8
    
    
    Repayment and Stock Pledge Agreement dated June 16, 2000, between the Company and Raymond E.
Bartholomae. [Incorporated by reference to Exhibit 10.14 to the Companys Registration Statement
on Form S-1 (Reg. No. 333-137785)]
    
    *10.9
    
    
    Repayment and Stock Pledge Agreement dated March 30, 2001, between the Company and Raymond E.
Bartholomae. [Incorporated by reference to Exhibit 10.15 to the Companys Registration Statement
on Form S-1 (Reg. No. 333-137785)]
    
    *10.10
    
    
    Form of Indemnification Agreement between the Company and certain of its Directors [Incorporated
by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 21, 2007]
    
    *10.11
    
    
    Amended and Restated Outside Directors Compensation Program, as amended
    
    ** *(14)
    
    Code of Ethics14
    
    
    Code of Business Conduct and Ethics [Incorporated by reference to Exhibit 14 to the
Companys Current Report on Form 8-K filed on December 22, 2006]
    
    (21)
    
    Subsidiaries of the Registrant21
    
    
    Subsidiary of the Company [Incorporated by
reference to Exhibit 21.1 to the
Companys Annual Report on Form 10-K for the year
ended December 31, 2004]
    
    (23)
    
    Consents of Experts and Counsel23
    
    
    Consent of Deloitte & Touche LLP
    
    **(31)
    
    Rule 13a-14(a)/15d-14(a) Certifications31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer
    
    **31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Vice President and Chief Financial Officer
    
    **(32)
    
    Section 1350 Certifications32.1
32.2
    
    
    Sarbanes-Oxley Section 1350 Certification of President and Chief Executive Officer
Sarbanes-Oxley Section 1350 Certification of Vice President and Chief Financial Officer
    
    **
**
 
 *
    
    Compensatory plan, contract or arrangement in which one or more directors or named executive
officers participate.**
    
    Filed herewith
    
    Previously filed




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SIGNATURES
  DAYTON SUPERIOR CORPORATIONApril 1, 2009By
    
    /s/ Edward J. PuisisEdward J. PuisisExecutive Vice President and Chief Financial Officer




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Index of Exhibits to Amendment No. 1
 (31)
    
    Rule 13a-14(a)/15d-14(a) Certifications31.1.1
    
    
    Rule 13a-14(a)/15d-14(a)
    
    **31.2.1
    
    
    Certification of President
and Chief Executive Officer
Rule 13a-14(a)/15d-14(a)
Certification of Vice
President and Chief Financial
Officer
    
    **(32)
    
    
    32.1.1
    
    
    Sarbanes-Oxley Section 1350
Certification of President and Chief Executive Officer
    
    **32.2.1
    
    
    Sarbanes-Oxley Section 1350
Certification of Vice President and Chief Financial Officer
    
    **
 
 **
    
    Filed herewith